UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT

Pursuant To Section 13 Or 15(D) of The Securities Exchange Act of 1934

Date of report (date of earliest event reported): June 7, 2006
 

 
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)


Delaware
0-26277
98-0204758
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

One East Uwchlan Avenue, Suite 301, Exton, PA 19341
(Address of principal executive offices)

Registrant’s telephone number, including area code: (610) 903-0400

Copy of correspondence to:

Marc J. Ross, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Tel: (212) 930-9700 Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 1.01 Entry into a Material Definitive Agreement; and
ITEM 2.01 Completion of Acquisition or Disposition of Assets

On June 7, 2006, WPCS International Incorporated (the "Company"), acquired New England Communications Systems, Inc., a Connecticut corporation ("NECS"), for $3,216,540.85 in cash, subject to adjustment, and $1,437,445.75 paid directly to a lender to pay-off outstanding debt owed by NECS. NECS was acquired pursuant to a Stock Purchase Agreement among WPCS International Incorporated, NECS, Myron Polulak, Carolyn Windesheim and Gary Tallmon, dated as of June 7, 2006 and effective as of June 1, 2006 (the "Agreement"). In connection with the acquisition, NECS entered into employment agreements with Messrs. Polulak and Windesheim, each for a period of two years and a consulting agreement with Mr. Tallmon for a period of seven years.

NECS is a provider of specialty communication systems and has deployed wireless networks for many corporate, government and educational clients including the Massachusetts State Police, University of Connecticut and Foxwoods Resort Casino.

ITEM 9.01 Financial Statements and Exhibits.

(a)
Financial statements of businesses acquired.
   
  To be filed by amendment. 
   
(b)   Pro forma financial information.  
   
  To be filed by amendment.
   
(c)  
Exhibits. 

 
 
10.1
Stock Purchase Agreement, dated as of June 7, 2006, by and among WPCS International Incorporated, New England Communications Systems, Inc., Myron Polulak, Carolyn Windesheim and Gary Tallmon
 
10.2
Employment Agreement, dated as of June 7, 2006, between New England Communications Systems, Inc. and Myron Polulak
 
10.3
Employment Agreement, dated as of June 7, 2006, between New England Communications Systems, Inc. and Carolyn Windesheim
  99.1  Press Release, dated June 8, 2006, issued by WPCS International Incorporated. 

 

SIGNATURE

Pursuant to the requirement of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
     
  WPCS INTERANTIONAL INCORPORATED
 
 		  
 		  
 
Dated: June 9, 2006
 By:   /s/ ANDREW HIDALGO
 
Andrew Hidalgo
 
President